EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(this “Agreement”), dated as of September 20, 2013, is entered into among Armada Water Assets, Inc., a Nevada
corporation (“Armada”) and the stockholders of Western Slope Acquisition Corp., a Nevada corporation (“Western
Slope”) listed on Schedule 1 hereto (collectively the “Shareholders”) and the Noteholders (as
defined below).


 


RECITALS


 


A.The Shareholders
own all of the issued and outstanding capital stock of Western Slope.


 


B.Armada desires
to acquire all of the issued and outstanding capital stock of Western Slope in exchange for shares of the capital stock of Armada.


 


C.The Shareholders
desire to exchange their capital stock of Western Slope for the capital stock of Armada and the Noteholders desire to exchange
the promissory notes issued by Western Slope for promissory notes issued by Armada.


 


D.It is the intention
of the parties hereto that Armada shall acquire all of the issued and outstanding capital stock of Western Slope in the Exchange.


 


NOW, THEREFORE,
in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto
agree as follows: 


 


		Article I	DEFINITIONS



 


Section
1.01              Definitions.
The following terms have the meanings specified or referred to in this Article I.


 


(a)               
“Armada Common Shares” means shares of Common Stock, $0.0001 par value per share, of Armada.


 


(b)              
“Armada Series C Shares” means those 3,500,000 shares of Series C Preferred Stock, $0.0001 par value
per share, of Armada containing the rights, designation and privileges set forth in the Series C Certificate of Designation to
be filed by Armada with the Secretary of State of Nevada on or shortly following the Closing hereof.


 


(c)               
“Armada Series D Shares” means those 1,500,000 shares of Series D Preferred Stock, $0.0001 par value
per share, of Armada containing the rights, preferences and privileges set forth in the Series D Certificate of Designation to
be filed by Armada with the Secretary of State of Nevada on or shortly following the Closing hereof.


 


(d)              
“Armada Shares” means the Armada Common Shares, Armada Series C Shares and Armada Series D Shares collectively
being issued by Armada in the Exchange.


 


(e)               
“Charter and By-Laws” means the Articles of Incorporation and all Certificate of Designation filed with
the Secretary of State of Nevada and the by-laws of such corporation.


 






    	 



    	 



    

 


(f)               
“Closing” means the consummation of the Exchange.


 


(g)              
“Closing Date” means the day Closing occurs.


 


(h)              
“Exchange” means the transaction contemplated by this Agreement pursuant to which Armada shall acquire
all of the issued and outstanding capital stock of Western Slope solely for the consideration set forth in Section 2.01
hereof and the promissory notes issued by Western Slope shall be exchanged for promissory notes issued by Armada.


 


(i)                
“Financial Statements” means the balance sheet and related statements of operations, cash flow and shareholders'
equity.


 


(j)                
“Harley Dome” means Harley Dome I, LLC, a Utah limited liability company.


 


(k)              
“Harley Dome Purchase Agreement” means the Membership Interest Purchase Agreement dated as of April 30,
2013 between Western Slope and the members of Harley Dome.


 


(l)                
“HD Investors” means Harley Dome Investors, LLC, a Delaware limited liability company.


 


(m)            
“HD Investors Promissory Note” means the promissory note issued by Western Slope to HD Investors dated
April 30, 2013 in the principal amount of One Million Five Hundred Thousand ($1,500,000).


 


(n)              
“Loss” means losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties
and reasonable attorneys' fees and disbursements).


 


(o)              
“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible
assets), liabilities, financial condition, property, prospects or results of operations of the company.


 


(p)              
“New Water” means New Water Financial, LLC, a Utah limited liability company.


 


(q)              
“New Water Promissory Note” means the promissory note issued by Western Slope to New Water dated April
30, 2013 in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000).


 


(r)                
“Noteholders” means New Water and HD Investors collectively.


 


(s)               
“Promissory Notes” means the HD Investors Promissory Note and the New Water Promissory Note collectively
being delivered by the Noteholders in the Exchange.


 


(t)                
“Replacement HD Investors Promissory Note” means the promissory note issued by Armada to HD Investors
dated as of the Closing Date in replacement of the HD Investors Promissory Note.


 


(u)              
“Replacement New Water Promissory Note” means the promissory note issued by Armada to New Water dated
as of the Closing Date in replacement of the New Water Promissory Note.


 






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(v)              
“Replacement Notes” means the Replacement HD Investors Promissory Note and the Replacement New Water
Promissory Note collectively being delivered by the Armada in the Exchange.


 


(w)            
“Securities Act” means the Securities Act of 1933, as amended.


 


(x)              
“UB Water” means UB Water, LLC, a Colorado limited liability company.


 


(y)              
“UB Water Purchase Agreement” means the Asset Purchase Agreement dated as of April 23, 2013 between Western
Slope, UB Water and the members of UB Water.


 


(z)               
“Western Slope Common Shares” means the shares of Common Stock, $0.0001 par value per share, of Western
Slope.


 


(aa)           
“Western Slope Series A Shares” means the shares of Series A Preferred Stock, $0.0001 par value per share,
of Western Slope containing the rights, designation and privileges set forth in the Series A Certificate of Designation filed by
Western Slope with the Secretary of State of Nevada.


 


(bb)          
“Western Slope Series B Shares” means the shares of Series B Preferred Stock, $0.0001 par value per share,
of Western Slope containing the rights, designation and privileges set forth in the Series B Certificate of Designation attached
as an exhibit to the UB Water Purchase Agreement and filed by Western Slope with the Secretary of State of Nevada.


 


(cc)           
“Western Slope Shares” means the Western Slope Common Shares, Western Slope Series A Shares and Western
Slope Series B Shares collectively being delivered by the Shareholders in the Exchange.


 


		Article II	EXCHANGE OF SHARES AND NOTES



 


Section
2.01              Exchange
of Shares. On the Closing Date, the Shareholders shall tender the Western Slope Shares to Armada and Armada shall issue the
Armada Shares to the Shareholders in exchange therefor, as follows:


 


(a)               
each Western Slope Common Share shall be exchanged on a 1-for-1 basis with an Armada Common Share;


 


(b)              
each Western Slope Series A Share shall be exchanged on a 1-for-1 basis with an Armada Series C Share; and


 


(c)               
each Western Slope Series B Share shall be exchanged on a 1-for-1 basis with an Armada Series D Share.


 


Section
2.02              Exchange
of Promissory Notes. On the Closing Date, the Noteholders shall tender the Promissory Notes to Armada in full and complete
exchange and release thereof and Armada shall issue the Replacement Promissory Notes to the Noteholders in exchange therefor, as
follows:


 






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(a)               
HD Investors shall tender the HD Investors Promissory Note to Armada and Armada shall issue the Replacement HD Investors
Promissory Note to HD Investors in exchange therefor; and


 


(b)              
New Water shall tender the New Water Promissory Note to Armada and Armada shall issue the Replacement New Water Promissory
Note to New Water in exchange therefor.


 


		Article III	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS



 


Each of the Shareholders
represents and warrants to Armada as follows:


 


Section
3.01              Information
on Shareholders. Such Shareholder is an “accredited investor,” as such term is defined in Regulation D promulgated
under the Securities Act, and is experienced in investments and business matters, has made investments of a speculative nature
and has such knowledge and experience in financial, tax and other business matters as to enable such Shareholder to evaluate the
merits and risks of, and to make an informed investment decision with respect to, this Agreement. Such Shareholder understands
that his/its acquisition of the Armada Shares is a speculative investment, and such Shareholder represents that he/it is able to
bear the risk of such investment for an indefinite period, and can afford a complete loss thereof.


 


Section
3.02              Investment
Intent. Such Shareholder understands that the Armada Shares have not been registered under the Securities Act, and may not
be sold, assigned, pledged, transferred or otherwise disposed of unless the Armada Shares are registered under the Securities Act
or an exemption from registration is available. Shareholder represents and warrants that he/it is acquiring the Armada Shares for
his/its own account, for investment, and not with a view to the sale or distribution of the Armada Shares except in compliance
with the Securities Act. Each certificate representing the Armada Shares will have the following or substantially similar legend
thereon:


 


“The shares represented by this
certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state
securities laws. The shares have been acquired for investment and may not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Securities Act unless, in the opinion of counsel satisfactory to the Company, registration
is not required under the Securities Act or any applicable state securities laws.”


 


Section
3.03              Ownership
of Western Slope Shares and Authorization of Agreement. Such Shareholder is the sole record and beneficial owner of his or
its Western Slope Shares, all of which shares are owned free and clear of all rights, claims, liens and encumbrances, and have
not been sold, pledged, assigned or otherwise transferred. There are no outstanding subscriptions, rights, options, warrants or
other agreements obligating Shareholder to sell or transfer to any third person any of the Western Slope Shares owned by Shareholder,
or any interest therein. Shareholder has the power to enter into this Agreement and to carry out his, her or its obligations hereunder.
This Agreement has been duly executed by Shareholder and constitutes the valid and binding obligation of Shareholder, enforceable
against Shareholder in accordance with its terms.


 






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Section
3.04              Rule
144 Resales. Such Shareholder understands that any resale of the Armada Shares must comply with the resale provisions of Rule
144 and removal of the restrictive legends shall require a legal opinion necessary from counsel to Armada.


 


Section
3.05              Lock-Up.
Such Shareholder understands and agrees that, if requested by Armada and any underwriter engaged by Armada, he, she or it shall
not sell or otherwise transfer or dispose of any Armada Shares (including, without limitation, pursuant to Rule 144 under the Securities
Act) for such period following the effective date of any registration statement of Armada filed under the Securities Act as Armada
or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of Armada’s initial public
offering or 90 days in the case of any other public offering.


 


Section
3.06              Warranties
True. To such Shareholder’s knowledge, all of the representations and warranties of Western Slope set forth in Article
V are true and complete.


 


Section
3.07              Prior
Legal Matters. Such Shareholder has not been (a) subject to voluntary or involuntary petition under the federal bankruptcy
laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business
or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of
any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions
on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer
or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities or unfair
trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.


 


Section
3.08              Tax
Considerations. Neither Armada nor Western Slope nor their employees or representatives have made any warranty or representation
to the Shareholder with respect to the tax consequences of the Exchange. Such Shareholder has been advised to and has had an opportunity
to consult with his/its own tax advisor regarding the federal, state and local tax consequences of the Exchange.


 


		Article IV	REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS



 


Each of the Noteholders
represents and warrants to Armada as follows:


 


Section
4.01              Information
on Noteholders. Such Noteholder is an “accredited investor,” as such term in defined in Regulation D promulgated
under the Securities Ace, and is experienced in investments and business matters, has made investments of a speculative nature
and has such knowledge and experience in financial, tax and other business matters as to enable him/it to evaluate the merits and
risks of, and to make an informed investment decision with respect to, this Agreement. Such Noteholder understands that his/its
acquisition of the Replacement Notes is a speculative investment, and such Noteholder represents that he/it is able to bear the
risk of such investment for an indefinite period, and can afford to complete loss thereof.


 






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Section
4.02              Investment
Intent. Such Noteholder understands that the Replacement Notes have not been registered under the Securities Act, and may not
be sold, assigned, pledged, transferred or otherwise disposed of unless the Replacement Notes are registered under the Securities
Act or an exemption from registration is available. Noteholder represents and warrants that it is acquiring the Replacement Notes
for his/its own account, for investment, and not with a view to the sale or distribution of the Replacement Notes except in compliance
with the Securities Act.


 


Section
4.03              Ownership
of Promissory Notes and Authorization of Agreement. Such Noteholder is the sole record and beneficial owner of his or its Promissory
Note, which Promissory Note is owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged,
assigned or otherwise transferred. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating
Noteholder to sell or transfer to any third person its Promissory Note or any interest therein. Noteholder has the power to enter
into this Agreement and to carry out his, her or its obligations hereunder. This Agreement has been duly executed by Noteholder
and constitutes the valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms.


 


Section
4.04              Warranties
True. To such Noteholder’s knowledge, all of the representations and warranties of Western Slope set forth in Article
V are true and complete.


 


Section
4.05              Prior
Legal Matters. Such Noteholder has not been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws
or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property;
(b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any
court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions
on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer
or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities or unfair
trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.


 


Section
4.06              Tax
Considerations. Neither Armada nor Western Slope nor their employees or representatives have made any warranty or representation
to the Noteholder with respect to the tax consequences of the Exchange. Such Noteholder has been advised to and has had an opportunity
to consult with his/its own tax advisor regarding the federal, state and local tax consequences of the Exchange.


 


		Article V	REPRESENTATIONS
AND WARRANTIES OF WESTERN SLOPE



 


Western Slope hereby
represents and warrants to Armada as follows, with any exceptions thereto being denoted on the applicable schedule to this Agreement.


 






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Section
5.01              Organization
and Good Standing. Western Slope is a corporation, duly organized, validly existing and in good standing under the laws of
the State of Nevada, and is entitled to own or lease its properties and to carry on its business as and in the places where such
properties are now owned, leased or operated and such business is now conducted.


 


Section
5.02              Authorization;
Enforceability; No Breach. Western Slope has all necessary corporate power and authority to execute this Agreement and perform
its obligations hereunder. This Agreement constitutes the valid and binding obligation of Western Slope enforceable against Western
Slope in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by Western Slope and
the consummation of the transactions contemplated hereby will not:


 


(a)               
violate any provision of the Charter or By-Laws of Western Slope; or


 


(b)              
violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give
any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default
under, any contract or other agreement to which Western Slope is a party or by or to which it or any of its assets or properties
may be bound or subject.


 


Section
5.03              Consents
and Approvals. No filing with, and no permit, authorization, consent, or approval of, any public body or authority or any third
party is necessary for the consummation by Western Slope of the transactions contemplated by this Agreement.


 


Section
5.04              
Capitalization. The entire authorized capital stock of Western Slope consists of 60,000,000 shares, of which 50,000,000
shares are designated as common stock, par value $0.0001 per share, of which 363,500 shares are issued and outstanding, and of
which 10,000,000 shares are designated as preferred stock, par value $0.0001 per share, 3,500,000 of which are issued and outstanding
and designated as Series A Preferred Stock, and 1,500,000 shares of which are issued and outstanding and designated as Series B
Preferred Stock. All of the outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable
and are not subject to any preemptive rights. All Western Slope Shares issuable pursuant to Section 2.01 will be, when
so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. Western Slope
has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments
of any character relating to the unissued shares of capital stock of Western Slope. At the Closing, all of the Western Slope Shares
will be duly authorized and validly issued, fully paid and non-assessable.


 


Section
5.05              Acquisitions.
Western Slope purchased substantially all of the assets of UB Water pursuant to the UB Water Purchase Agreement. Western Slope
purchased all of the membership interests of Harley Dome pursuant to the Harley Dome Purchase Agreement. There have not occurred
and remain outstanding any defaults or breaches under either the Harley Dome Purchase Agreement or the UB Water Purchase Agreement;
nor have there been any breach of any representation, warranty, covenant or agreement of the parties to the UB Water Purchase Agreement
or the Harley Dome Purchase Agreement or in any document or other writing delivered pursuant to such agreements.


 






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		Article VI	REPRESENTATIONS AND WARRANTIES OF ARMADA



 


Armada hereby represents
and warrants to Western Slope, the Shareholders and the Noteholders as follows:


 


Section
6.01              Organization
and Good Standing. Armada is a corporation duly organized, validly existing and in good standing under the laws of Nevada,
and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now
owned, leased or operated and such business is now conducted. Armada is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such qualification.


 


Section
6.02              Authorization;
Enforceability; No Breach. Armada has all necessary corporate power and authority to execute this Agreement and perform its
obligations hereunder. This Agreement constitutes the valid and binding obligation of Armada enforceable against Armada in accordance
with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement
of creditors' rights. The execution, delivery and performance of this Agreement by Armada and the consummation of the transactions
contemplated hereby will not:


 


(a)               
violate any provision of the Charter or By-Laws of Armada;


 


(b)              
violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give
any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default
under, any contract or other agreement to which Armada is a party or by or to which it or any of its assets or properties may be
bound or subject;


 


(c)               
violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against,
or binding upon, Armada, or upon the properties or business of Armada; or


 


(d)              
violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could
have a Material Adverse Effect on the business or operations of Armada.


 


Section
6.03              The
Armada Shares. The Armada Shares to be issued to the Shareholders have been, or on or prior to the Closing will have been,
duly authorized by all necessary corporate and shareholder actions and, when so issued in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable and will not be issued in violation of the pre-emptive or similar rights
of any person.


 


Section
6.04              The
Replacement Notes. The Replacement Notes to be issued to the Noteholders have been, or on or prior to the Closing will have
been, duly authorized by all necessary corporate and shareholder actions and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of the preemptive or similar
rights of any person.


 






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Section
6.05              Consents
and Approvals. No filing with, and no permit, authorization, consent or approval of any public body or authority or any third
party is necessary for the consummation by Armada of the transactions contemplated by this Agreement.


 


Section
6.06              $600,000
Obligation. Armada acknowledges that Western Slope has a $600,000 payment obligation to UB Water pursuant to Section 1.4(b)
of the UB Water Purchase Agreement.


 


		Article VII	COVENANTS



 


Section
7.01              Examinations
and Investigations. Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and
representatives, to make such investigation and verification of the assets, properties, business and operations, books, records
and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably
require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties,
covenants or agreements of the other party under this Agreement. Consummation of this Agreement shall be subject to the fulfillment
of due diligence procedures to the reasonable satisfaction of each of the parties hereto and their respective counsel.


 


Section
7.02              Expenses.
Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions
described herein.


 


Section
7.03              Further
Assurances. The parties shall execute such documents and other papers and take such further action as may be reasonably required
or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts
to fulfill or obtain in the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery
of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.


 


Section
7.04              Confidentiality.
In the event the transactions contemplated by this Agreement are not consummated, each of the parties hereto agree to keep confidential
any information disclosed to each other in connection therewith; provided, however, such obligation shall not apply to information
which:


 


(a)               
at the time of disclosure was public knowledge;


 


(b)              
after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or


 


(c)               
the receiving party had within its possession at the time of disclosure.


 


Section
7.05              Stock
Power. The holders of the Western Slope Shares acknowledge that the Western Slope Shares have not been delivered in certificate-form
to the the Shareholders as such shares were delivered by book form notation on the book and records of Western Slope; thus, the
Shareholders are unable to deliver the certificates representing the Western Slope Shares duly endorsed in accordance with the
terms of this Agreement. In lieu thereof, the Shareholders hereby irrevocably constitute and appoint any authorized executive officer
of Armada as power of attorney to effect the cancellation and retirement of the Western Slope Shares on the book and stock records
of Western Slope Shares maintained for that purpose, with full power of substitution in the premises, on the Closing Date.


 






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Section
7.06              Delivery
of the Notes. The holders of the Original Promissory Notes also acknowledge that such Original Promissory Notes have not been
delivered to the Noteholders and therefor the Noteholders are unable to deliver Original Promissory Notes marked CANCELLED. In
lieu thereof, the execution and delivery of this Agreement alone by the Noteholders shall represent the Noteholders’ irrevocable
conveyance of the Promissory Notes to Western Slope for cancellation and surrender on the Closing Date.


 


		Article VIII	THE CLOSING



 


The Closing shall take
place at such other time and place as is mutually agreed upon by Armada, Western Slope, the Shareholders and the Noteholders, following
satisfaction or waiver of all conditions precedent to Closing. At the Closing, the parties shall provide each other with such documents
as may be necessary or appropriate and customary in transactions of this sort in order to consummate the transactions contemplated
hereby, including evidence of due authorization of the Agreement and the transactions contemplated hereby.


 


		Article IX	CLOSING CONDITIONS



 


Section
9.01              Conditions
Precedent to the Obligation of Armada to Issue the Armada Exchange. The obligation of Armada to complete the Exchange is subject
to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for Armada’s
sole benefit and may be waived by Armada at any time in its sole discretion.


 


(a)               
Accuracy of Representations and Warranties. The representations and warranties of Western Slope, the Shareholders
and the Noteholders will be true and correct in all material respects as of the date when made and as of the Closing, as though
made at that time.


 


(b)              
Performance by Western Slope and the Shareholders. Western Slope, the Shareholders and the Noteholders shall have
performed all agreements and satisfied all covenants and conditions required to be performed or satisfied by them at or prior to
the Closing.


 


(c)               
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation
of any of the transactions contemplated by this Agreement.


 


(d)              
No Material Adverse Changes. Western Slope shall have suffered no Material Adverse Effect.


 


(e)               
Miscellaneous. Western Slope, the Shareholders and the Noteholders shall have delivered to Armada such other documents
relating to the transactions contemplated by this Agreement as Armada may reasonably request.


 






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Section
9.02              Conditions
Precedent to the Obligation of the Shareholders and the Noteholders to Complete the Exchange. The obligation of the Shareholders
and the Noteholders to complete the Exchange is subject to the satisfaction, at or before the Closing, of each of the conditions
set forth below. These conditions are for the sole benefit of the Shareholders and the Noteholders and may be waived by them at
any time in their sole discretion.


 


(a)               
Accuracy of Armada's Representations and Warranties. The representations and warranties of Armada will be true and
correct in all material respects as of the date when made and as of the Closing, as though made at that time.


 


(b)              
Performance by Armada. Armada shall have performed all agreements and satisfied all covenants and conditions required
to be performed or satisfied by them at or prior to the Closing.


 


(c)               
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation
of any of the transactions contemplated by this Agreement.


 


(d)              
No Material Adverse Changes. Armada shall have suffered no Material Adverse Effect.


 


(e)               
Miscellaneous. Armada shall have delivered to the Shareholders such other documents relating to the transactions
contemplated by this Agreement as the Shareholders may reasonably request.


 


 


		Article X	SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF ARMADA



 


Western Slope, the
Shareholders and the Noteholders shall have the right to rely fully upon the representations, warranties, covenants and agreements
of Armada contained in this Agreement or in any document delivered by Armada or any of its representatives, in connection with
the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the
execution and delivery hereof and the Closing hereunder for 12 months following the Closing.


 


		Article XI	SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF WESTERN SLOPE AND THE SHAREHOLDERS



 


Armada shall have the
right to rely fully upon the representations, warranties, covenants and agreements of Western Slope, the Shareholders and the Noteholders
contained in this Agreement or in any document delivered to Armada by Western Slope or any of its representatives, in connection
with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive
the execution and delivery hereof and the Closing hereunder for 12 months following the Closing.


 






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		Article XII	INDEMNIFICATION



 


Section
12.01          Obligation of Armada
to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Article X, Armada
hereby agrees to indemnify, defend and hold harmless the Shareholders and Western Slope, to the extent provided for herein, from
and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty,
covenant or agreement of Armada contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.


 


Section
12.02          Obligation of the
Western Slope to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Article
XI, the Shareholders and the Noteholders jointly and severally agree to indemnify, defend and hold harmless Armada to the extent
provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of
any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other
writing delivered pursuant to this Agreement.


 


		Article XIII	MISCELLANEOUS



 


Section
13.01          Waivers. The
waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no
event constitute a waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further
right under this Agreement.


 


Section
13.02          Amendment. This
Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives
of the respective parties.


 


Section
13.03          Assignment.
This Agreement is not assignable except by operation of law.


 


Section
13.04          Notices. Until
otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be as follows:


 


	 	To:	Western Slope Acquisition Corp.
	 	 	Attn. Mitch Burroughs
	 	 	419 Canyon Avenue, Suite 310
	 	 	Ft. Collins, CO  80521


  


The Shareholders and the Noteholders:


 


To the addresses identified on Schedule 1 hereof.


 


	 	To:	Armada Water Assets, Inc.
	 	 	Attn.  Maarten Propper, CEO
	 	 	2425 Fountain View Drive, Suite 300
	 	 	Houston, TX 77057


 






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With a copy to:


 


Fox Rothschild LLP


Attn. Stephen Cohen, Esq.


2000 Market Street, 20th Floor


Philadelphia, PA 19103-3222


 


Any notice or statement
given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address
indicated above or at such other address as may be furnished in writing to the addressor.


 


Section
13.05          Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction). Any legal suit,
action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the
federal courts of the United States of America or the courts of the State of Colorado, in each case located in the city of Greeley
and county of Weld, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or
proceeding.


 


Section
13.06          Publicity. No
publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party
hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party.


 


Section
13.07          Entire Agreement.
This Agreement (including the Exhibits and Schedules hereto) and the collateral agreements executed in connection with the consummation
of the transactions contemplated herein contain the entire agreement among the parties with respect to the Exchange and related
transactions, and supersede all prior agreements, written or oral, with respect thereto.


 


Section
13.08          Headings. The
headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.


 


Section
13.09          Severability of
Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.


 


Section
13.10          Selection of Counsel.
On the Exchange and the related matters covered by this Agreement, Fox Rothschild LLP has served as counsel solely and exclusively
to Armada and has not served as counsel to the Shareholders or the Noteholders. The Shareholders or the Noteholders have been advised
to seek representation by their own counsel. Each party to this Agreement represents and warrants to each other party that such
party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal
counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel (if sought).


 






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Section
13.11    Counterparts. This Agreement may be executed in
any number of counterparts, each of which, when so executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Exchange Agreement to be executed as of the date first written above by their respective officers thereunto duly
authorized.


 


	ARMADA WATER ASSETS, INC.	 	WESTERN SLOPE ACQUISITION CORP.
	 	 	 	 	 	 	 
	By:	/s/ Maarten Propper	 	By:	/s/ Stephen P.
	 	Name:	Maarten Propper	 	 	Name:	Stephen P. Harrington
	 	Title:	Chief Executive Officer	 	 	Title:	President
	 	 	 	 	 	 	 
	 

                                                       
	 	 
	WESTERN SLOPE HOLDERS OF COMMON STOCK:
	 	 	 
	Alan Stier	 	Embark Investment Trust
	 	 	 	 	 	 	 
	By:	/s/ Alan Stier	 	By:	/s/ Maria Siy
	 	 	 	 	 	Name:	Maria Siy
	 	 	 	 	 	Title:	VP Finance of the Trustee, Embark Holdings Corp.
	 	 	 	 	 	 	 
	Mega Money SA	 	RMS Holdings Ltd.
	 	 	 	 	 	 	 
	By:	/s/ Barbara Virgil	 	By:	/s/ Andrew Godfrey
	 	Name:	Barbara Virgil	 	 	Name:	Andrew Godfrey
	 	Title:	Director	 	 	Title:	President
	 	 	 	 	 	 	 
	SPH Profit Sharing FBO Stephen P. Harrington	 	 
	 	 	 
	By:	/s/ Stephen P. Harrington	 	 	 	 
	 	Name:	Stephen P. Harrington	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 



    	 



    	 



    

 


	 	 	 	 	 	 
	WESTERN SLOPE NOTEHOLDERS:
	 
	Harley Dome Investors, LLC	 	New Water Financial, LLC
	 	 	 	 	 	 
	By:	DIT Equity Holdings, LLC, Manager	 	By:	/s/ Mitch Burroughs
	By:	RMS Investment Advisors, Manager	 	 	Name:	 /s Mitch Burroughs
	 	 	 	 	Title: Manager
	BY:	/s/ Kyung Won Lee	 	 	 	 
	 	Name:  	Kyung Won Lee	 	 	 	 
	 	Title:	President	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	WESTERN SLOPE HOLDERS OF SERIES A PREFERRED STOCK 
	 	 	 	 	 	 
	Harley Dome Investors, LLC	 	New Water Financial, LLC
	 	 	 	 	 	 
	By:	DIT Equity Holdings, LLC, Manager	 	By:	/s/ Mitch Burroughs
	By:	RMS Investment Advisors, Manager	 	 	Name: 	Mitch Burroughs
	 	 	 	 	Title: 	Manager
	BY:	/s/ Kyung Won Lee	 	 	 	 
	 	Name:  	Kyung Won Lee	 	 	 	 
	 	Title:	President	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	WESTERN SLOPE HOLDER OF SERIES B PREFERRED STOCK
	 	 	 	 	 	 	 
	UB Water, LLC	 	 	 	 
	 	 	 	 	 	 	 
	By:	/s/ Rex Beck	 	 	 	 
	 	Name: Rex Beck	 	 	 	 
	 	Title: Member	 	 	 	 



 



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Schedule 1


 


	Name and Address of Western Slope Stockholder	 	Shares Exchanged by Western Slope Stockholder	 	Shares Exchanged by Armada
	 	 	 	 	 
	
        Alan Stier

        1687 Spyglass Crescent

        Delta, British Columbia V4M4E3 
	 	50,000 shares of Common Stock of Western Slope	 	50,000 shares of Common Stock of Armada
	 	 	 	 	 
	
        Embark Investment Trust

        2160-650 West Georgia Street

        Vancouver, BC V6B 4N7 
	 	50,000 shares of Common Stock of Western Slope	 	50,000 shares of Common Stock of Armada
	 	 	 	 	 
	
        Mega Money SA

        Box 599 Carribean Place

        Providenciales

        Turkes & Caicos 
	 	200,000 shares of Common Stock of Western Slope	 	200,000 shares of Common Stock of Armada
	 	 	 	 	 
	
        RMS Holdings Ltd

        The Matalon, Suite 404

        Coney Drive

        Belize City

        Belize 
	 	62,500 shares of Common Stock of Western Slope	 	62,500 shares of Common Stock of Armada
	 	 	 	 	 
	
        SPH Profit Sharing FBO Stephen P. Harrington
	 	1,000 shares of Common Stock of Western Slope		1,000 shares of Common Stock of Armada



 


 


 


	Series A Preferred Stock	 	 	 	 
	 	 	 	 	 
	
        Harley Dome Investors, LLC

        Attn: DIT Equity Holdings, LLC, Manager

        Kyung Won Lee

        630 West Germantown Pike, Suite 180

        Plymouth Meeting, PA 19462
	 	1,500,000 shares of Series A Preferred Stock of Western Slope	 	1,500,000 shares of Series C Preferred Stock of Armada
	 	 	 	 	 
	
        New Water Financial, LLC

        1716 East Lincoln Avenue

        Fort Collins, CO 80524
	 	2,000,000 shares of Series A Preferred Stock of Western Slope	 	2,000,000 shares of Series C Preferred Stock of Armada
	 	 	 	 	 



 



    	 



    	 



    

 





	Name and Address of Western Slope Stockholder	 	Shares Exchanged by Western Slope Stockholder	 	Shares Exchanged by Armada
	 	 	 	 	 
	
        Series B Preferred Stock 
	 	 	 	 
	 	 	 	 	 
	UB Water, LLC	 	1,500,000 shares of Series B Preferred Stock of Western Slope	 	1,500,000 shares of Series D Preferred Stock of Armada